LEE, BRIAN H. AND SALLY SWANSON ARCHITECTS, INC. -2014

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lndemnifacation,fbr other than Prgfesslonal Liability. (Other than in the performance of professional services and to the full extent permitted by taw, Consultant shall indemnify, defend and hold harmless City, its officers, agents, and employees from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise, out of, are a consequence of or are in any way attributable to, in whole or in part, the performance of this agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors of Consultant. 4. CONFIDENTIALITY If Cornsultant receives fiom the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same: degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Coll fideutial Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred otmlly, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through nu fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession ofthe Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. II. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsinile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric ofthe City Council City of Santa Ana 20 Civic Center Plaza (M -30)